Actual, potential, and perceived conflicts of interest exist in almost all human interactions. Our relationship with you is no different. We have a legal responsibility to maximize economic benefit for our shareholders and other stakeholders, as well as an obligation to adhere to the highest ethical standards in our dealings with our clients. We believe the best way to achieve our goal is to provide you with trusted advice and personalized financial solutions that help you achieve your financial goals in order to retain your continued patronage and encourage you to recommend our services and products to others.

Peters & Co. Limited is what is referred to as an “integrated” investment firm since we provide a broad range of corporate finance, research, institutional trading and retail client services and products. We recognize that, by definition, we are more susceptible to conflicts of interest than many other commercial activities since we may regularly represent both sides to a transaction, namely, the buyer and the seller.

Conflicts of interest between us and our related and associated companies.

As an investment dealer, we are a financial intermediary. As is the common practice in the brokerage industry, sometimes we may be the party on the other side of the transaction (referred to as a “principal” trade) where we own the security we sell to you. On other occasions, we simply facilitate a transaction between you as our client and a third party on the other side of the transaction through an “agency” trade where we have no ownership interest in the security traded. In still other cases, we advise an issuer of securities on how to best raise funds by selling securities, while contemporaneously recommending that our clients buy those same securities.

Management of Conflicts of Interest

In general, we deal with and manage relevant conflicts as follows:

Avoidance: This includes avoiding conflicts that are prohibited by law as well as conflicts that cannot effectively be addressed.

Control: We manage acceptable conflicts through means such as physically separating different business functions and restricting the internal exchange of information.

Disclosure: By providing you with information about conflicts, you are able to assess independently their significance when evaluating our recommendations and any actions we take.

Our goal is to address conflicts in a fair, equitable and transparent manner, consistent with the best interest of our clients. We will try to avoid conflict where possible, and in all other cases either disclose the conflict, or manage it through internal controls and review processes. Conflicts deemed too significant to be addressed through controls or disclosures must be avoided. Disclosures will be made in a timely, meaningful and prominent manner.

The following information is intended to assist you in understanding and assessing material potential and actual conflicts of interest, including how we address them. This is an overview of a complex subject. Despite that, we believe the simplest control is the most effective – your continued satisfaction and patronage. If you ever have any questions or concerns, whether they involve conflicts of interest or anything else, you should never hesitate to say so and ask your advisor for an explanation and more information.

More Information

Canada has comprehensive and extensive securities regulatory rules and regulations, many of which are directed at protecting client and investor interests, including dealing with conflicts of interest. We suggest that you refer to the websites and publications of the provincial securities commissions through the Canadian Securities Administrators (CSA) and Investment Industry Regulatory Organization of Canada (IIROC) for more information on how Canadian securities regulations address conflicts of interest in order to safeguard the investing public.

We document our core values and standards, including general standards for how we deal with conflicts of interest. These are outlined in the tables that follow.

Note that we currently have no related or connected issuers, as stated in our Statement of Related Issuers, as follows:

The securities laws of the Canadian Provinces require securities dealers and advisors, when they trade in or advise with respect to their own securities or securities of certain other issuers to which they or certain other parties related to them, are related or connected, to do so only in accordance with particular disclosure and other rules. These rules require dealers, and advisors, prior to trading with or advising their customers or clients, to inform them of the relevant relationships and connections with the issuer of the securities. Clients and customers should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal adviser. Peters & Co. Limited currently is not related or connected to any such issuer of securities.

This Statement of Related Issuers will be updated in the event that Peters & Co. Limited should ever become related or connected to any issuers requiring disclosure, and such documentation will be available in this Conflicts of Interest Statement. This Conflicts of Interest Statement will be updated in that event, as well, to reflect the additional procedures adopted to address the resulting potential conflicts.

Potential Conflict of Interest

Address By

How Conflicts Will Be Addressed

Ongoing Conflict of Interest

We earn compensation by selling products and services to you for which you pay us.

Disclose/Control

We will inform you of fees, commissions and other compensation in advance so that you know what you will be paying.
We earn brokerage commissions on trades executed for you, and such commissions are negotiated between you and your investment advisor, subject to certain minimums. All commissions are disclosed on each trade confirmation.
The pricing for other services is documented in a fee schedule provided to you at the time of account opening, as well as anytime there is a change in the fees related to any services.
We are required by industry regulations and firm policy only to make “suitable” investment recommendations, in line with your investment objections and risk tolerances, as well as the information available to your advisor about the recommended investment.
Trade instructions are only taken from individuals specifically authorized to provide them for each account.
We have policies and procedures prohibiting recommendations solely for the purpose of generating revenues for us without any benefit to you.
We have a duty to act fairly and honestly in all dealings with you and in the market-place in general, and to correct any errors that we may make.

We may receive compensation from securities issuers and other third parties based on their products we sell to you, such as “trailer fees” on mutual funds and underwriting or agency commissions on securities offerings.

Disclose

We disclose to you the situations and type of third party compensation we may receive. These disclosures are generally found in the prospectus or other offering documents provided.
Securities regulations require issuers to provide specific disclosure in the offering document (e.g., prospectus) of such arrangements and the compensation we will receive.

We are compensated in other ways as a result of the business you may do with us, including interest spreads on uninvested cash deposits with us and foreign exchange spreads when you convert currencies.

Disclose

Various forms of other compensation we may receive are disclosed to you at account opening or at the time of the related transaction.

We may sell you securities which we own (called principal trades) and profit by doing so.

Disclose

We will tell you whether we acted as principal or agent for each transaction on the trade confirmation.
In the case of fixed-income securities (which we usually sell as principal) we provide you with a stated yield to maturity so you can assess the competitiveness of our pricing.
Where a recommendation is being made by an advisor on a security in which they have an investment, this fact will be disclosed at the time of the recommendation.

We may need to select which clients will be offered certain securities if availability is limited.

Control

Individual advisors make the determination based on individual client relationships.
Suitability of the investment to any particular client, as well as client priority are both fundamental considerations.
Such allocations may not be influenced by guarantees of future business.

We are paid by issuers of securities when we advise on or underwrite a new issue which we may recommend to you. In these instances, we are acting for the issuer that wants to obtain the highest price while recommending the investment to purchasers who are interested in obtaining the lowest price.

Control/Disclose

We have structurally segregated our corporate finance and retail advisory businesses, which prevents the sharing of non-public information by our corporate finance business (having the relationship with the issuer) with our retail advisory businesses (having the relationship with clients like you).
Pricing must consider current market conditions, market value and the specific securities being offered.
In all instances, the investments must be suitable for you, in line with your stated investment objectives and risk tolerances.
The offering documents provide full disclosure of all relationships we may have with the issuer, including the compensation arrangements related to the transaction.

If you hold an applicable security, we may be paid by issuers, offerors or others to solicit your proxy or vote in their favour with respect to takeover bids, corporate reorganizations, solicitation of proxies and other corporate actions.

Disclose

Securities regulations require specific disclosure of such arrangements and the compensation we will receive in documents such as information circulars, takeover bid circulars and issuer bid circulars.

As a result of business relationships with issuers of securities, we may know confidential information that we cannot disclose to you when we recommend the securities to you, even if that information might lead us not to recommend buying the securities.

Control

We operate our corporate finance and retail advisory and other business separately so that such information is tightly controlled and not shared by corporate finance with our retail advisory and other businesses.
Our internal information barriers are designed to ensure regulatory requirements are complied with and retail advisory and other employees do not have access to any non-public information that may be available to our corporate finance businesses.
Additionally, our corporate finance business is obligated to maintain confidential any such non-public information obtained from issuers outside of the firm as well.

We may have access to commercially sensitive or inside information.

Avoid/Control

We may decline to provide a service to avoid insider trading provision in securities legislation.
We have specific procedures for responding to conflicts of interest that involve inside information and for complying with insider trading provisions.
Confidential information that cannot be publicly disclosed is protected through internal information barriers so that it is not shared and does not influence any retail advisory activities.

We provide investment research on securities of companies that may have other business relationships with us.

Control/Disclose

Our research and recommendations are subject to extensive and detailed regulatory requirements and internal standards. These include controls over communications between corporate finance and the research department, issuers and the research department, detailed reviews of trading activity, particularly around the issuance of research reports, etc.
Extensive disclosures are made in our research reports to enable you to assess the risk of conflict on your own. These include compensation received related to both investment banking and non-investment banking services, ownership by the firm or the analyst, compensation of analysts, rating systems and distributions, including where corporate finance services have been provided, among other things
You can review the standards our research analysts are required to comply with at www.iiroc.ca and search the Dealer Member Rules for Rule 3400.

We engage in trading of securities for our own account (called proprietary trading).

Control

We maintain information barriers between our corporate trading activities and retail advisory and other business.
Firm and employee trades are identified as such and client trades are given priority to firm and employee trades in accordance with industry “client priority” regulations (considering the time and price of each order, etc.).
Proprietary trading is subject to detail reviews, controls, concentration limits, etc.

We may receive compensation by trading destinations, including electronic communication networks, market makers and exchanges in connection with trades on markets we direct to such destinations.

Control/Avoid

Industry regulations dictate our best price and best execution obligations to you.
We are not owners in any marketplaces, nor do we act as market maker in any securities for which we provide research coverage.

Individuals registered with us may also be registered with another registered firm related to Peters & Co. Limited and provide services to clients of that firm.

Control/Avoid

These relationships are subject to legislative and industry regulatory requirements that impose restrictions on dealings between related registered firms and/or individuals that are dually registered with a related registered firm. Such restrictions are intended to minimize the potential for conflicts of interest resulting from these relationships.
We have adopted internal policies and procedures that supplement the regulatory requirements, including policies on privacy and confidentiality of information.
For sake of clarity, the only registered affiliate of Peters & Co. Limited is its subsidiary, Peters & Co. Equities Inc., registered in the USA with the Financial Industry Regulatory Authority. As this business is structured to deal with US institutional customers only, no retail advisors of Peters & Co. Limited are registered through that entity.

We may permit certain individuals who are registered with us (including, potentially, your investment advisor or account representative) to be employed by, participate in, or accept compensation from other persons or firms, outside the scope of his/her relationship with us.

Avoid

No business activities outside of the scope of our business are permitted for any retail advisors where conflict or perceived conflicts may exit, where there is any risk of disruption to client services or any confusion as to who is providing a client service, or any such business viewed as disreputable or inappropriate.

Individuals may serve on a board of directors or take on other activities that could take time or attention away from your account.

Avoid/Control

Securities legislation prohibits an individual from serving as a director of another registered firm that is not an affiliate of our firm.
Our employees are prohibited from engaging in activities that would interfere or create conflict with their duties. We have policies in place to detect and, where applicable, supervise, disclose or prohibit any conflicts of interest.
Employees wishing to act as directors or officers of a public or private company must receive prior approval from our Executive Committee (Note 1).
When an employee sits on a board of directors in any substantive way, they are subject to regulatory guidance on the disclosure and approval of outside business activities.
We have adopted internal policies and procedures that supplement the regulatory requirements. Such arrangements are closely monitored on a daily basis.

Individuals may receive or give gifts, gratuities or entertainment opportunities as a result of their relationships with clients.

Avoid/Control

We have strict guidelines and limits on what are appropriate and acceptable gift and entertainment practices, including detailed review and approval processes relative to these.